EXHIBIT 1.1 UNDERWRITING AGREEMENT BY AND BETWEEN MEDIA & ENTERTAINMENT HOLDINGS, INC.,Underwriting Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
FORM OFRegistration Rights Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
EXHIBIT 10.23 MEDIA & ENTERTAINMENT HOLDINGS, INC. STOCK OPTION AGREEMENT AGREEMENT (this "Agreement") dated as of the 25 day of April, 2006 (the "Date of Grant"), by and between MEDIA & ENTERTAINMENT HOLDINGS, INC., a Delaware corporation having...Stock Option Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • Delaware
FORM OFWarrant Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
April 25, 2006 Media & Entertainment Holdings, Inc. 4429 Edmondson Avenue Dallas, Texas 75205 Re: Media & Entertainment Holdings, Inc. ("Company") ---------------- ------------------------------ Gentlemen: Each of the undersigned hereby agrees to not...Voting Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks
Each of the undersigned hereby agrees to not propose, or vote in favor of, any amendment to the Company's Certificate of Incorporation to extend the period of time in which the Company must consummate a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering) prior to its liquidation. Should such a proposal be put before stockholders other than through actions by any of the undersigned, each of the undersigned hereby agrees to vote against such proposal. This agreement may not be modified or amended under any circumstances.
FORM OFRegistration Rights Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
FORM OFInvestment Management Trust Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
FORM OFStock Escrow Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2006 or such later date as we may advise on not less than one day's notice to you, at the office of Ladenburg Thalmann & Co. Inc., 590 Madison Avenue, 34th Floor, New...Selected Dealers Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
EXHIBIT 10.34 SUBSCRIPTION AGREEMENTSubscription Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 25,000 warrants ("Existing Stockholders' Warrants"), each to purchase one share of common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation (the "Corporation"), at $1.00 per Founders' Warrant for an aggregate purchase price of $25,000 ("Purchase Price"). The purchase and issuance of the Existing Stockholders' Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO").
EXHIBIT 10.43 SUBSCRIPTION AGREEMENTSubscription Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 1,100,000 warrants ("Existing Stockholders' Warrants"), each to purchase one share of common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation (the "Corporation"), at $1.00 per Existing Stockholders' Warrant for an aggregate purchase price of $1,100,000 ("Purchase Price"). The purchase and issuance of the Existing Stockholders' Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO").
EXHIBIT 10.35 SUBSCRIPTION AGREEMENTSubscription Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 100,000 warrants ("Existing Stockholders' Warrants"), each to purchase one share of common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation (the "Corporation"), at $1.00 per Founders' Warrant for an aggregate purchase price of $100,000 ("Purchase Price"). The purchase and issuance of the Existing Stockholders' Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO").
OFUnit Purchase Option Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
Media & Entertainment Holdings, Inc. 4429 Edmondson Avenue Dallas, Texas 75205Stock Option Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks
This shall confirm that the exercise price of the Option evidenced by the Agreement is hereby increased from $6.00 per share to $8.00 per share, and that the vesting schedule is hereby amended as follows: as to the first one-third of the Option Shares, upon consummation of the Company's initial business combination, provided and on condition that the Optionee has remained as a director of the Company throughout the period from August 25, 2005 through and including the date of the Company's initial business combination, (ii) as to an additional one-third of the Option Shares, on the first anniversary of the Company's initial business combination, provided and on condition that the Optionee has remained as a director of the Company throughout the period from August 25, 2005 through and including the first anniversary of the Company's initial business combination, and (iii) as to the final one-third of the Option Shares, on the second anniversary of the Company's initial business combinat
